You can sign the contract as an agent

The following can be used as a reference:

The registered business office is located at…………………… ……………………………………………

(hereinafter referred to as the “Principal”

and……………………………… ………………………………………………………………

The registered business office is located at ……………………………… ………………………

(hereinafter referred to as the agent)

Agree on the following:

Article 1 Region and Products

1.1 The principal appoints an agent, and the agent accepts the entrustment as the principal’s commercial agent, in the area specified in Appendix 1 § 2 (hereinafter referred to as the “region”), to sell the goods specified in Appendix 1 § 1 Listed Products (hereinafter referred to as "Products").

1.2 If the Principal decides to sell any other products within the "Region", the Principal shall notify the Agent for discussion. Is it possible to include these products among the "products" specified in 1.1? However, if the performance of the new product and the expertise of the agent are taken into consideration, it is expected that such products will be handed over to the agent. If the agent's representation is unreasonable (such as a completely different category of products), the above obligation to notify the agent does not apply.

Article 2 Integrity and Fairness 2.1 is. To perform the obligations stipulated in this agreement, the parties will act in accordance with the principles of good faith and fairness. 2.2 The terms of this agreement and the statements made by the parties regarding this agency relationship shall be made in good faith. /p>

Principles

Article 3 Responsibilities of Agents

3.1 The agent agrees to follow the principal’s reasonable instructions and use its best efforts in the “area. "Promote the sales of "

products" within the company and shall use the diligence and efforts of a responsible businessman to protect the interests of the client.

3.2 Without the consent of the client, Agents are not allowed to solicit orders from places outside the "region" if

the agent negotiates business with customers in the "region" resulting in signing sales with customers located outside the "region"

The provisions of Section 15.2 shall apply to the sales contract (Note 11).

3.3 Unless there is a special agreement, the agent has no right to sign a contract on behalf of the principal. The agent has the right to bind the principal to a third party in any way during the contract (Note 12). The agent can only solicit orders from customers for the principal. The principal (except as provided in Section 4.2 below) is free to accept or reject the order (Note 1

3)

3.4 The agent is negotiating with the customer. When doing business, the "products" should be quoted in strict accordance with the terms and conditions (Note 14) of the sales contract

as explained to the client.

3.5 The agent has no right to collect payment

on behalf of the principal without the principal’s prior written authorization for the matter. If authorized to receive payment, the agent must forward the payment to the principal as soon as possible and, until forwarded,

the payment shall be held separately in the principal's name.

Article 4 Acceptance of Orders by the Principal

4.1 The principal shall notify the agent without undue delay to accept or reject the order transferred by him.

The principal may accept or reject any order forwarded by the agent at its sole discretion.

4.2 However, the principal shall not unreasonably refuse to accept the order transferred by the agent. It should be noted that repeated refusal to accept orders that violates the principle of good faith (for example, the purpose of doing so is only to hinder the agent's activities) is considered to be a breach of contract by the principal.

Article 5 Guarantee No Competition

5.1 Without the prior written authorization of the principal, the agent shall not represent, >Manufacture or distribute any product that competes with the Product.

5.2 The agent may represent, distribute or manufacture any product that does not compete with the "product", but shall

notify the principal in advance before carrying out the above activities. However, if it is taken into account that: (1) the performance of the products for which the agent intends to act

and (2) the business scope of the principal for whom the agent intends to act, the appointment

The trustee's interests may not be affected based on reasonable expectations, so the above obligation to notify the trustee in advance does not apply.

5.3 If the principal so requests and the request is reasonable from the actual situation, the agent

must not represent or represent a manufacturer competing with the principal. Distribute non-competitive products (Note 15).

5.4 On the date of signature of this contract, the agent declares to represent (

and/or directly or indirectly distribute or manufacture) the products listed in Appendix 11.

Article 6 Sales Agency, Advertising and Exhibition

6.1 In order to ensure the performance of the obligations under this Agreement throughout the "Region", the agent shall perform necessary actions

Means and manpower to establish an adequate sales organization and, when appropriate, after-sales service.

6.2 The parties may agree to jointly conduct publicity and advertising within the "region". The content of the advertisement must be approved by the client. The cost of advertisements made by the agent shall be shared by the parties in accordance with the provisions of §1 of Appendix III.

6.3 The parties shall agree to participate in trade fairs or exhibitions held within the "region". The costs of the agent's participation in trade fairs and exhibitions shall be shared by the parties in accordance with the provisions of §2 of Annex III.

Article 7 Sales Target Minimum Target to Guarantee Fulfillment (Note 16)

7.1 The parties may agree on the sales target for the coming year every year.

7.2 The parties shall make every effort to achieve the agreed goals, but failure to achieve the goals shall not be considered as a breach of contract by one party unless that party is obviously at fault.

7.3 In Annex 5, the parties can agree on the minimum goals to be achieved and the consequences for failure to achieve the goals.

Article 8 Sub-agent (Note 17)

A B

The agent can hire a sub-agent, but at least the agent must conduct business activities by himself, Not required

But notify the client at least one month before hiring. Rely on sub-agents.

The agent shall be responsible for the activities of the sub-agent.

Article 9 Reporting to the Principal

9.1 The agent shall use due diligence to inform the principal of its activities and market conditions in the "region"

As well as competitive conditions, Agent shall respond to reasonable requests for information from the Principal.

9.2 The agent shall use due diligence to inform the principal of:

(1) The laws and regulations that the "product" to be implemented in the "region" must comply with, (Such as import regulations,

labels, technical specifications, safety requirements, etc.); (2) Laws and regulations regarding the agent's business activities, as long as they are

related to the client.

Article 10 Financial Responsibility

10.1 The agent shall use due diligence to ascertain the paying ability of the customer to whom he transfers the order to the principal.

For orders placed by customers whose financial situation the agent knows or should know is in a critical situation, the order shall not be transferred to the principal without first notifying the principal

of this situation. .

10.2 Only if expressly agreed upon by the parties and only within the scope agreed upon by both parties, the agent may act as

the agent guaranteeing the credit of the buyer. Both parties shall complete and sign Attachment 5 to this end.

Article 11 Client’s trademarks and logos

11.1 The agent shall use the client’s trademarks, trade names and any other logos for the sole purpose

It is for the purpose of identifying and promoting the Product and only within the scope of this contract and for the benefit of the principal.

11.2 The agent hereby agrees not to use the client’s trademarks, trade names

or logos (or any other trademarks, trade names or logos with the above trademarks, trade names or logos) in this “region” or other regions. Names that are similar and may cause confusion) such as registering or causing them to be

registered.

11.3 The right to use the client’s trademark, trade name or logo stipulated in the first article of this article shall terminate immediately when this contract expires or is terminated for any reason.

11.4 Once the agent discovers that the client’s trademark, trade name or logo has been infringed, he shall notify the client.

Article 12 Customer Complaints

The agent shall immediately notify the principal of any customer opinions or complaints received or noticed about the "product".

Parties should handle these complaints promptly and appropriately. Unless the agent receives specific written authorization, he has no authority to involve the principal in

any manner.

Article 13 Exclusivity

13.1 During the validity period of this contract, the client shall not grant "

products to other people or enterprises in the "region" "The agency and sales rights.

13.2 However, the principal has the right to conduct transactions directly with customers in the "area" without the intervention of an agent

(but the agent should be notified); For any sale, the agent shall be entitled to a commission as stipulated in this contract

.

13.3 The principal has the right to conduct direct transactions with the special customers listed in §2 of Appendix 6; for sales to this type of customer, the agent shall have the right to obtain a mortgage Reduced commission specified in §2 of Annex VI. If the party fails

to complete Appendix 6, §2 (Special Customers and Reduced Commission), Article 13.3 shall not apply.

Article 14 Notifying the Agent of the Situation

14.1 The principal shall provide the agent with all necessary written information about the "product" (such as

Price list, brochures, etc.) and other information required by the agent to perform its obligations under this contract.

14.2 The principal shall also notify the agent without unreasonable delay whether he accepts or rejects and/or

will not execute the business transferred by the agent.

14.3 The principal should frequently inform the agent of its dealings with customers in the "region".

14.4 If the principal expects that its supply capacity is much lower than what the agent usually expects, the principal shall notify the agent within a reasonable time.

Article 15 Agent Commission

15.1 The agent has the right to sell to customers established in the "region" during the validity period of this contract

The commission specified in §1 of Appendix 6 will be charged for the sale of "Products".

15.2 If the agent conducts business with customers established within the "region" and solicits orders

resulting in the signing of a sales contract with a customer established outside the "region", and If the principal accepts such an order, the agent shall be entitled to a reduced commission, the amount of which shall be determined on a case-by-case basis. Likewise, if other agents

place customer solicitation orders outside the "territory" resulting in sales contracts with customers established within the "territory",

the agent's commission shall also be reduce.

15.3 Where appropriate, the terms and conditions to be offered to the customer may be agreed upon in advance between the principal and the agent if the terms and conditions to be offered to the customer are more favorable than the principal's standard terms and conditions. Reduced Commission. If the parties have completed Attachment 6 §3, the amounts specified therein shall apply to each situation respectively.

15.4 Unless otherwise agreed in writing, any expenses incurred by the agent to perform its obligations under this contract

(such as telephone calls, telexes, office expenses, travel expenses, etc.) Should be borne by commission.

Article 16 Calculation method of commission and remuneration

16.1 Commission shall be calculated based on the net amount of the invoice, that is, the actual sales price (excluding cash discounts

All discounts are net of any additional charges (such as packaging, shipping, insurance), and of all customs duties and taxes (including VAT), if these additional charges, duties and taxes are If stated separately on the invoice.

16.2 The agent obtains the right to collect commission after the customer pays the invoice price in full. The agent is entitled to a pro-rata advance of his commission if payment is made in accordance with

part of the sales contract. If the client insures against the risk of the customer not paying the loan

, the parties may agree that by filling in Attachment 6, Item 4.1, the commission will be paid to the client at the place of the insured

Payment is made from the amount obtained.

16.3 The principal shall submit to the agent every quarter a statement of the commission due and list the relevant business for which the commission is payable.

Commissions are payable no later than the last day of the first month following the quarter.

16.4 The agent has the right to obtain all information, in particular extracts from the principal's account books, in order to check the amount of commission to which he

is entitled. The Principal shall permit the Agent to appoint an independent auditor for this purpose to review the materials relating to the calculation of the Agent

's commission, and the cost of such review shall be borne by the Agent.

16.5 If the principal transfers the commission (or other amount due to the agent) abroad, it must be authorized by the government (for example, due to the exchange control regulations of the principal's country). ), payment should be made after obtaining such authorization

. The principal shall take all necessary steps to obtain the above authorization.

16.6 Unless otherwise agreed, commission shall be calculated in the currency of the sales contract for which commission is payable.

16.7 Any taxes levied on Agent's commission within the Territory shall be borne by the Agent.

Article 17 Unconcluded business

17.1 If the quotation or order forwarded by the agent is not accepted by the principal, commission shall not be paid.

17.2 If the agent transfers the order and the principal signs a contract, but the contract fails to take effect thereafter, the agent shall have the right to receive commission unless the contract fails to be fulfilled. Caused by reasons for which the principal is responsible.

Article 18 Contract Terms

A B

18.1 The term of this contract is unlimited. This contract will take effect on ____ and will be effective on ___

Effective from ___day. It will continue to be valid until __＿.

18.2 Either party may at least ensure that there is evidence and no less than four months before the date of receipt unless either party passes the guarantee at least four months in advance before the expiration of the contract.

By ensuring that there is evidence and receipt

written communication means (such as registered mail with return receipt, written communication means by date (such as special courier, telex with return receipt) Notice to terminate this contract. If the contract is terminated by letter, special messenger, telex)

If the contract has lasted for more than five years and the notice period is six, the contract will automatically continue in one year. Delay

months. The notice period shall end on a calendar month's length. If the contract lasts for more than five years, the last day of the notice period coincides. The parties may use the letter for a period of six months. The parties may agree in writing to agree on a longer notice period. Long notice period.

Article 19 Unfinished Business

19.1 Before the expiration or termination of this contract, the agent transfers or the principal receives within the "area"

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If a customer order is established and a sales contract is concluded within six months after the expiration of the contract, the agent is entitled to commission

for this.

19.2 The agent shall not receive commission from sales contracts signed based on orders received after the expiration or termination of this contract, unless the transaction Mainly due to the agent's efforts during the validity period of the agency contract, and the sales contract is effective within a reasonable period after the expiration or termination of this contract. However, the agent

must notify the entrusting agent in writing in accordance with the provisions of this section before the expiration or termination of this contract of the unfinished business that may generate commissions

according to the provisions of this section. people.

Article 20 Early termination of the contract

20.1 If there is a fundamental breach of contract obligations by one party or circumstances that make early termination of the contract reasonable

In the event of abnormal circumstances, each party may notify the other party to immediately terminate the contract by ensuring written communication means (such as registered letter with return receipt, special messenger, telex) with evidence and receipt date.

20.2 If one party fails to perform all or part of its obligations under this contract and damages the interests of the other party

so that it basically loses the benefits expected to be obtained from this contract, Such non-performance shall be regarded as the so-called fundamental breach of contract in Section 20.1 above. If it is unreasonable to require that the party terminating the contract is still bound by this contract, this situation shall be regarded as an abnormal situation in the above paragraph 20.1.

20.3 The parties agree that any breach of the terms of this contract (Note 18) shall, in principle, be regarded as a fundamental breach of the contract, unless the contrary is proved. . In addition, if one party repeatedly breaches its contractual obligations despite requesting the other party to perform its contractual obligations, any breach may be regarded as a fundamental breach of the contract.

20.4 In addition, both parties agree to identify the following circumstances as abnormal circumstances, which can be used as grounds for one party to request early termination of the contract: bankruptcy, moratorium, bankruptcy estate administration, Liquidation or any repayment agreement between a creditor and

a debtor, and other circumstances that may seriously affect a party's ability to perform its obligations under this contract.

20.5 If both parties have completed Attachment 7 and comply with the terms of the Attachment, once the control, ownership and/or operation of the agent

company changes, the principal shall The contract can also be terminated immediately.

20.6 If a party terminates the contract in accordance with this article, but the arbitrator determines that the reasons given by that party do not justify early termination, the termination will be effective. However, the other party is entitled to damages for unjust early termination. The compensation shall be equal to the average commission for the period that would have continued if the contract had been terminated normally, unless the injured party proves that the actual loss is higher than this amount. (Or, the party terminating the contract proves

the actual loss is lower than this amount). The above compensation is in addition to the compensation payable under Article 21.

Article 21 Compensation for Termination of Contract

A B (Note 19)

21.1 If the following circumstances occur and reach 21.1 upon termination of the contract The agent shall not be entitled

to the extent that the agent shall be entitled to claim compensation ("request for goodwill compensation or similar compensation").

(Note 20

Goodwill Compensation"): ) This clause does not limit the agent's claim for damages

a) The agent's right to bring new customers to the principal, as long as The principal's termination is equivalent to the above

or a substantial increase in business with existing customers, and the breach of contract is not included in clause 20.6

The principal can continue to do business with these customers and within the provisions of

receive substantial benefits, and

b) consider all circumstances especially the agent

with the above. It is fair to pay this amount of compensation for the loss of commission for the business conducted by the customer.

21.2 The amount of compensation shall not exceed the equivalent of one year's compensation, that is, The calculation shall be based on the average annual remuneration of the agent in the past five years. If the contract duration is less than five years, the calculation shall be based on the average number of actual years.

21.3 If the agency is terminated within one year after the contract is terminated. If the party fails to request compensation in writing, its right to request compensation will be lost.

21.4 Under the following circumstances, the agent shall not have the right to request compensation:

a) The principal shall comply with the requirements. Termination of the Contract under the conditions of Article 20;

b) Termination of the Contract by the Agent unless such termination is justified under Article 20 or requires the Agent to continue his business due to old age, infirmity and illness The activity is unreasonable.

c) According to Article 26.2, the agent transfers his rights and obligations in the agency contract to another person.

21.5 The stipulated goodwill compensation is any kind of compensation that is used to replace the losses caused by the expiration or termination of the contract (except damages for breach of contract)

Article 22 Return of documents and samples

At the expiration of the contract, the agent shall return all promotional and advertising materials, other documents and samples provided to the agent by the principal and in the agent's possession.

Article 23 Arbitration - - Applicable law

23.1 Any dispute arising out of or in connection with this contract shall be governed by the "International Chamber of Commerce Conciliation and Arbitration Rules" and arbitrated by one or more arbitrators appointed in accordance with the above rules. for a final settlement.

23.2 The arbitrator shall apply the terms contained in this contract and the legal principles generally recognized in international trade as applicable to international agency contracts, and under the jurisdiction of paragraph 23.3, Domestic law is excluded. If the agent is established in a European Union country, the mandatory provisions of the European Union Directive of December 18, 1986 should also apply.

23. 3 It may be that even if the parties submit the agreement to the jurisdiction of a foreign law, the mandatory rules of the law of the country in which the agent is established will still apply; the arbitrator will in any case consider such rules.

The above mandatory rules will be considered if they embody generally recognized principles and their application is reasonable from the perspective of international trade.

Article 24 This contract automatically contains rules

24.1 If both parties do not provide the provisions listed in letters A and B in Articles 8 and 18

24.1 p>

The options chosen are to choose and delete one of them, and if both parties do not explicitly use other methods to make a choice

, option A should be considered applicable.

24.2 If the parties do not choose and delete the options listed in letters A and B in Article 21 (Goodwill Compensation for Termination of Contract)

One of them, and if the parties do not expressly

make a choice by other methods, when the agent is established in a country where goodwill compensation is recognized by mandatory law upon termination of the contract

If so, Plan A should be considered applicable; otherwise, Plan B should be considered applicable.

24.3 The attachments to this contract constitute an integral part of the agreement. If each attachment or part of the attachment is not filled in,

its validity will only be determined by the conditions stipulated in this contract.

Article 25 Previous Agreement, Modification and Abolition

25.1 This contract replaces any other past agreement between the parties on this matter.

25.2 Supplements and modifications to this contract will be invalid unless made in writing. However,

if one party has relied on the conduct of the other party, the other party may not be entitled to claim that the

unwritten supplement or modification is invalid due to its own conduct.

25.3 The invalidity of a certain term of this contract shall not invalidate the entire contract unless the term is considered to be material, that is, the term is so important that both parties (Or the clause was made for a certain benefit

A party) would not have entered into the contract if it had known that the clause was invalid.

Change of control, ownership or management of the agency

(Article 20.5)

The principal may terminate the contract immediately if:

□＿＿＿＿＿＿＿＿＿＿＿Mr. no longer owns more than ＿＿＿＿＿% of the shares of the agency company.

□＿＿＿＿＿＿＿＿＿＿＿＿ Mr.＿＿＿＿＿＿＿ no longer holds the position of ＿＿＿＿＿＿(Note 28) of the agency company

.

At the same time, if Plan A of Section 21 is applicable, the agency can proceed according to Section 21.4 A(b)

Because Mr. __________ is old, frail or sick If this contract is terminated, it

will not lose its right to goodwill compensation in accordance with the above terms.